Search

General Terms and Conditions

1. Definitions. Unless otherwise required by the context, "Independent Contractor”, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of the
Independent Contractor's consultants, sub consultants, contractors, and subcontractors

2. Independent Contractor Status. The parties agree that Independent Contractor shall have the
status of and shall perform all work under this contract as an Independent Contractor,
maintaining control over all its consultants, sub consultants, contractors, or subcontractors.
The only contractual relationship created by this contract is between the City of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor is not a
City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Independent Contractor or the City
of Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

3. Standard of Care. Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor warrants that all work shall be performed with the degree
of professional skill, care, diligence, and sound practices and judgment that are normally
exercised by recognized professional firms with respect to services of a similar nature. It shall
be the duty of Independent Contractor to assure at its own expense that all work is technically
sound and in conformance with all applicable federal, state, and local laws, statutes,
regulations, ordinances, orders, or other requirements. In addition to all other rights which
the City of Nashua may have, Independent Contractor shall, at its own expense and without
additional compensation, re-perform work to correct or revise any deficiencies, omissions, or
errors in the work or the product of the work or which result from Independent Contractor's
failure to perform in accordance with this standard of care. Any approval by the City of Nashua
of any products or services furnished or used by Independent Contractor shall not in any way
relieve Independent Contractor of the responsibility for professional and technical accuracy
and adequacy of its work. City of Nashua review, approval, or acceptance of, or payment for
any of Independent Contractor's work under this contract shall not operate as a waiver of any
of the City of Nashua's rights or causes of action under this contract, and Independent
Contractor shall be and remain liable in accordance with the terms of the contract and
applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel assigned
by Independent Contractor to perform work under this contract. Approved key personnel shall

GC 2 of 13

not be taken off of the project by Independent Contractor without the prior written approval
of the City of Nashua, except in the event of termination of employment. Independent
Contractor shall, if requested to do so by the City of Nashua, remove from the job any
personnel whom the City of Nashua determines to be incompetent, dishonest, or
uncooperative.

City of Nashua Representative. The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Independent Contractor, and any other communication about the contract shall be addressed
or be delivered to the City of Nashua Representative.

Changes to Scope of Work. The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to
be performed, either increasing or decreasing the scope, character, or cost of Independent
Contractor's performance under the contract. Independent Contractor shall provide to the City
of Nashua within 10 calendar days, a written proposal for accomplishing the change. The
proposal for a change shall provide enough detail, including personnel hours for each sub-task
and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the
proposal. The City of Nashua will then determine in writing if Independent Contractor should
proceed with any or all of the proposed change. If the change causes an increase or a decrease
in Independent Contractor's cost or time required for performance of the contract as a whole,
an equitable adjustment shall be made and the contract accordingly modified in writing. Any
claim of Independent Contractor for adjustment under this clause shall be asserted in writing
within 30 days of the date the City of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify
the City of Nashua in writing of the estimate. The proposal for a change shall provide enough
detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City
of Nashua to be able to adequately analyze the proposal. The City of Nashua will then
determine in writing if Independent Contractor should proceed with any or all of the proposed
change.

Except as provided in this paragraph, Independent Contractor shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, in its sole discretion, determines
that time is critical or public health and safety are of concern. Any verbal approval shall be
confirmed in writing as soon as practicable. Any change undertaken without prior City of
Nashua approval shall not be compensated and is, at the City of Nashua's election, sufficient
reason for contract termination.

City of Nashua Cooperation. The City of Nashua agrees that its personnel will cooperate with
Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times
and after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Independent Contractor with access
to City of Nashua records in a reasonable time and manner and to schedule items that require

GC 3 of 13

action by the Board of Public Works and Finance Committee in a timely manner. The City of
Nashua and Independent Contractor also agree to attend all meetings called by the City of
Nashua or Independent Contractor to discuss the work under the Contract, and that
Independent Contractor may elect to conduct and record such meetings and shall later
distribute prepared minutes of the meeting to the City of Nashua.

Discovery of Conflicts, Errors, Omissions, Ambiguities, or Discrepancies. Independent
Contractor warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has
concluded that the City of Nashua's resolution of each matter is satisfactory to Independent
Contractor. All future questions Independent Contractor may have concerning interpretation
or clarification of this contract shall be submitted in writing to the City of Nashua within 10
calendar days of their arising. The writing shall state clearly and in full detail the basis for
Independent Contractor's question or position. The City of Nashua representative shall render
a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any
work affected by a conflict, error, omission, or discrepancy which has been performed by
Independent Contractor prior to having received the City of Nashua's resolution shall be at
Independent Contractor's risk and expense. At all times, Independent Contractor shall carry
on the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination of the City of Nashua. Independent Contractor
is responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.

Termination of Contract

A. Termination, Abandonment, or Suspension at Will. THE City of Nashua, in its sole discretion,
shall have the right to terminate, abandon, or suspend all or part of the project and contract
at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Independent Contractor 10 days’ written notice of its intent to do so.

lf all or part of the project is suspended for more than 90 days, the suspension shall be treated
as a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Independent
Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than
as may be necessary or required for completion of such portion of work under the
contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or subcontracts specified in the notice,
and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City of Nashua to resume performance.

GC 4 of 13

In the event of a termination, abandonment, or suspension at will, Independent Contractor
shall receive all amounts due and not previously paid to Independent Contractor for work
satisfactorily completed in accordance with the contract prior to the date of the notice and
compensation for work thereafter completed as specified in the notice. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.

B. Termination for Cause. This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Independent Contractor in the event of a failure by
Independent Contractor to adhere to any or all the terms and conditions of the contract or for
failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient
progress on the work in a timely and professional manner. Independent Contractor shall be
given an opportunity for consultation with the City of Nashua prior to the effective date of the
termination. Independent Contractor may terminate the contract on 10 calendar days written
notice if, through no fault of Independent Contractor, the City of Nashua fails to pay
Independent Contractor for 45 days after the date of approval by the City of Nashua of any
Application for Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or sub contracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or sub contracts specified in the
notice, and revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Independent Contractor shall receive all amounts due
and not previously paid to Independent Contractor for work satisfactorily completed in
accordance with the contract prior to the date of the notice, less all previous payments. No
amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work. Any such payment may be adjusted to the extent of any additional costs
occasioned to the City of Nashua by reasons of Independent Contractor's failure. Independent
Contractor shall not be relieved of liability to the City of Nashua for damages sustained from
the failure, and the City of Nashua may withhold any payment to the Independent Contractor
until such time as the exact amount of damages due to the City of Nashua is determined. All
claims for payment by the Independent Contractor must be submitted to the City of Nashua
within 30 days of the effective date of the notice of termination.

lf after termination for the failure of Independent Contractor to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of
Nashua, to complete or make sufficient progress on the work in a timely and professional

GC 5 of 13

10.

manner, it is determined that Independent Contractor had not so failed, the termination shall
be deemed to have been a termination at will. In that event, the City of Nashua shall, if
necessary, make an adjustment in the compensation paid to Independent Contractor such that
Independent Contractor receives total compensation in the same amount as it would have
received in the event of a termination-at-will.

C. General Provisions for Termination. Upon termination of the contract, the City of Nashua
may take over the work and prosecute it to completion by agreement with another party or
otherwise. In the event Independent Contractor shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the
Independent Contractor assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to
the extent that performance of such obligations is prevented or delayed by any cause, existing
or future, which is beyond the reasonable control of such party. Delays arising from the actions
or inactions of one or more of Independent Contractor's principals, officers, employees,
agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to be
within Independent Contractor's control.

Dispute Resolution. The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation
to verify and substantiate its decision, its stated position concerning the dispute. No dispute
shall be considered submitted and no dispute shall be valid under this provision unless and
until the submitting party has delivered the written statement of its position and full
documentation to the other party. The parties shall then attempt to resolve the dispute
through good faith efforts and negotiation between the City of Nashua Representative and an
Independent Contractor Representative. At all times, Independent Contractor shall carry on
the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination or direction of the City of Nashua. If the parties
are unable to resolve their dispute as described above within 30 days, if requested in writing
by either the City of Nashua or the Independent Contractor within 14 days after the 30 days
described above,, the parties shall attempt to resolve the dispute by entering into structured
non-binding negotiations with the assistance of a mediator on a without prejudice basis. The
mediator shall be appointed by agreement of the parties, which agreement shall not be
unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the dispute
cannot be settled within a period of thirty (30) days with the mediator, the parties’ reserve the
right to pursue any available legal and/or equitable remedies for any breaches of this contract
except as that right may be limited by the terms of this contract.

No Damages for Delay. Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Independent Contractor for damages because of
hindrances or delays in the progress of the work from any cause, and Independent Contractor
agrees to accept in full satisfaction of such hindrances and delays any extension of time that
the City of Nashua may provide.

GC 6 of 13

11. Insurance. Independent Contractor shall carry and maintain in effect during the performance
of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;

> $1,000,000 Combined Single Limit Automobile Liability; *Coverage must include all
owned, non-owned and hired vehicles ;

> Professional Liability insurance in the amount of $1,000,000; and

> Workers’ Compensation Coverage in compliance with the State of New — Hampshire
statutes, $100,000/$500,000/$100,000.

Independent Contractor shall maintain in effect at all times during the performance under
this contract all specified insurance coverage with insurers. None of the requirements as to
types and limits to be maintained by Independent Contractor are intended to and shall not
in any manner limit or qualify the liabilities and obligations assumed by Independent
Contractor under this contract. The City of Nashua shall not maintain any insurance on behalf
of Independent Contractor. Subcontractors are subject to the same insurance requirements
as Independent Contractor and it shall be the Independent Contractor’s responsibility to
ensure compliance of this requirement.

Independent Contractor will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract. The
City of Nashua requires thirty days written notice of cancellation or material change in
coverage. The certificates and endorsements for each insurance policy must be signed by a
person authorized by the insurer and who is licensed by the State of New Hampshire. General
Liability, Employers’ Liability and Auto Liability policies must name the City of Nashua as an
additional insured and reflect on the certificate of insurance. Independent Contractor is
responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

> Al deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Independent Contractor must maintain umbrella liability insurance
of at least $1,000,000. All aggregates must be fully disclosed on the required certificate
of insurance.

> The specified insurance requirements do not relieve Independent Contractor of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Independent Contractor is encouraged to purchase such additional
insurance, as it deems necessary.

> The insurance provided herein is primary, and no insurance held or owned by the
City of Nashua shall be called upon to contribute to a loss.

> Independent Contractor is responsible for and required to remedy all damage or
loss to any property, including property of the City of Nashua, caused in whole or
part by Independent Contractor or anyone employed, directed, or supervised by
Independent Contractor.

GC 7 of 13

12.

13.

14.

15.

Indemnification. Regardless of any coverage provided by any insurance, Independent
Contractor agrees to indemnify and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all
suits, causes of action, legal or administrative proceedings, arbitrations, claims, demands,
damages, liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any
manner caused, occasioned, or contributed to in whole or in part by reason of any negligent
act, omission, or fault or willful misconduct, whether active or passive, of Independent
Contractor or of anyone acting under its direction or control or on its behalf in connection with
or incidental to the performance of this contract. Independent Contractor’s indemnity and
hold harmless obligations, or portions thereof, shall not apply to liability caused by the sole
negligence or willful misconduct of the party indemnified or held harmless.

Fiscal Contingency. All payments under this contract are contingent upon the availability to the
City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of
Nashua fails to appropriate monies for the ensuing fiscal year sufficient for the performance
of this contract.

Nothing in this contract shall be construed to provide Independent Contractor with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Independent Contractor shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Independent Contractor. Independent Contractor shall have no claim of
any sort to the unexpended funds.

Compensation. Review by the City of Nashua of Independent Contractor's submitted invoice
forms for payment will be promptly accomplished by the City of Nashua. If there is insufficient
information, the City of Nashua may require Independent Contractor to submit additional
information. Unless the City of Nashua, in its sole discretion, decides otherwise, the City of
Nashua shall pay Independent Contractor in full within 30 days of approval of the submitted
invoice forms.

Compliance with Applicable Laws. Independent Contractor, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and
requirements, all immigration and naturalization laws, and the Americans With Disabilities Act.
Independent Contractor shall, throughout the period services are to be performed under this
contract, monitor for any changes to the applicable laws, statutes, regulations, ordinances,
orders, or requirements, shall promptly notify the City of Nashua in writing of any changes to
the same relating to or affecting this contract, and shall submit detailed documentation of any
effect of the change in terms of both time and cost of performing the contract.

GC 8 of 13

16.

17.

18.

Nondiscrimination. If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms.
Independent Contractor will not discriminate against any employee or applicant for
employment because of physical or mental handicap in regard to any position for which the
employee or applicant for employment is qualified. Independent Contractor agrees to take
affirmative action to employ, advance in employment, or to otherwise treat qualified,
handicapped individuals without discrimination based upon physical or mental handicap in all
employment practices, including but not limited to the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, or other forms
of compensation and selection for training, including apprenticeship.

Without limitation of the foregoing, Independent Contractor's attention is directed to Title
41” Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Independent Contractor agrees to assist disadvantaged business enterprises in obtaining
business opportunities by identifying and encouraging disadvantaged suppliers, consultants,
and sub consultants to participate to the extent possible, consistent with their qualification,
quality of work, and obligation of Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor
agrees not to discriminate against any employee or applicant for employment because of race,
creed, color, national origin, sex, age, or sexual orientation. This agreement includes, but is
not limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation,
and selection for training, including apprenticeship.

Independent Contractor agrees, if applicable, to insert these provisions in all subcontracts,
except for subcontracts for standard commercial supplies or raw materials. Any violation of
any applicable provision by Independent Contractor shall constitute a material breach of the
contract.

Endorsement. Independent Contractor shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments of
service prepared by Independent Contractor or under its direction as required under the laws
of the State of New Hampshire.

Assignment, Transfer, Delegation, or Subcontracting. Independent Contractor shall not assign,
transfer, delegate, or subcontract any rights, obligations, or duties under this contract without
the prior written consent of the City of Nashua. Any such assignment, transfer, delegation, or
subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply
to the incidents expressed and provided for in the written consent and shall not be deemed to
be aconsent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall
incorporate all terms and conditions set forth in this agreement, including all incorporated

GC 9 of 13

19.

20.

21.

Exhibits and written amendments or modifications. Subject to the foregoing provisions, the
contract inures to the benefit of, and is binding upon, the successors and assigns of the parties.

City Inspection of Contract Materials. The books, records, documents and accounting
procedures and practices of Independent Contractor related to this contract shall be subject
to inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

Disposition of Contract Materials. Any books, reports, studies, photographs, negatives or other
documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Independent
Contractor in the performance of its obligations under this contract shall be the exclusive
property of the City of Nashua and all such materials shall be remitted and delivered, at
Independent Contractor's expense, by Independent Contractor to the City of Nashua upon
completion, termination, or cancellation of this contract. Alternatively, if the City of Nashua
provides its written approval to Independent Contractor, any books, reports, studies,
photographs, negatives or other documents, data, drawings or other materials including but
not limited to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared
by or supplied to Independent Contractor in the performance of its obligations under this
contract must be retained by Independent Contractor for a minimum of four years after final
payment is made and all other pending matters are closed. If, at any time during the retention
period, the City of Nashua, in writing, requests any or all of the materials, then Independent
Contractor shall promptly remit and deliver the materials, at Independent Contractor's
expense, to the City of Nashua. Independent Contractor shall not use, willingly allow or cause
to have such materials used for any purpose other than the performance of Independent
Contractor's obligations under this contract without the prior written consent of the City of
Nashua.

Public Records Law, Copyrights, and Patents. Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor
pursuant to paragraph 20), unless designated as confidential by a specific statue of the State
of New Hampshire, shall be treated as public records and shall be available for inspection and
copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to Independent Contractor in the
performance of its obligations under this contract shall be the subject of any application for a
copyright or patent by or on behalf of Independent Contractor. The City of Nashua shall have
the right to reproduce any such materials.

Independent Contractor expressly and indefinitely waives all of its rights to bring, including but
not limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in
any administrative or judicial forum, against the City of Nashua or any of its officers or
employees, in either their official or individual capacity of the City of Nashua, for violations of

GC 10 of 13

22.

23.

24.

25.

26.

or infringement of the copyright or patent laws of the United States or of any other nation.
Independent Contractor agrees to indemnify, to defend, and to hold harmless the City of
Nashua, its representatives, and employees from any claim or action seeking to impose
liability, costs, and attorney fees incurred as a result of or in connection with any claim,
whether rightful or otherwise, that any material prepared by or supplied to Independent
Contractor infringes any copyright or that any equipment, material, or process (or any part
thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to
modify such infringing materials, concepts, products, or processes so they become non-
infringing, or to obtain the necessary licenses to use the infringing materials, concepts,
products, or processes, provided that such substituted or modified materials, concepts,
products, or processes shall meet all the requirements and be subject to all the terms and
conditions of this contract.

Final Acceptance. Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City
of Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a
written list of work not completed. With respect to work listed by the City of Nashua as
incomplete, Independent Contractor shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of a project by the City
of Nashua shall be the date upon which the Board of Public Works or other designated official
accepts and approves the notice of completion.

Taxes. Independent Contractor shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all
payroll deductions required by law. The contract sum and agreed variations to it shall include
all taxes imposed by law. Independent Contractor hereby indemnifies and holds harmless the
City of Nashua from any liability on account of any and all such taxes, levies, duties,
assessments, and deductions.

Non-Waiver of Terms and Conditions. None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

Rights and Remedies. The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

Prohibited Interests. Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Independent Contractor warrants that no officer or employee of the City of Nashua
has any direct or indirect interest, whether contractual, noncontractual, financial or otherwise,
in this contract or in the business of Independent Contractor. If any such interest comes to

GC 11 of 13